[8-K] FINANCIAL INSTITUTIONS INC Reports Material Event

Rhea-AI Filing Summary

Financial Institutions, Inc. (FISI) furnished an 8-K announcing it issued a press release with financial results for the third quarter ended September 30, 2025. The release was furnished as Exhibit 99.1.

The company also published an investor presentation covering Q3 2025 on its Investor Relations website under “Events & Presentations.” The company notes it may use SEC filings, press releases, and its website to communicate material information.

The Item 7.01 information is furnished and not deemed filed under the Exchange Act.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 30, 2025

Financial Institutions, Inc.

(Exact name of Registrant as Specified in Its Charter)

New York			0-26481	16-0816610
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
220 Liberty Street
Warsaw, New York				14569
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 585 786-1100

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.01 per share		FISI		Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On October 23, 2025, Financial Institutions, Inc. (the “Company”) issued a press release to report financial results for the third quarter ended September 30, 2025. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 7.01 Regulation FD Disclosure.

The Company published an investor presentation with data for the third quarter ended September 30, 2025. The presentation is available on the Company’s website at www.FISI-investors.com under “Events & Presentations”. Investors should note that the Company announces material information in Securities and Exchange Commission (“SEC”) filings and press releases. Based on guidance from the SEC, the Company may also use the Investor Relations section of its corporate website, www.FISI-investors.com, to communicate with investors about the Company. It is possible that the information posted there could be deemed to be material information. The information on the Company’s website is not incorporated by reference into this Current Report on Form 8-K.

This information is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”), as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, of the Exchange Act, whether made before or after the date of this report, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

d) Exhibits.

Exhibit Number		Description		Location
99.1		Press Release issued by Financial Institutions, Inc. on October 23, 2025		Filed Herewith
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			Financial Institutions, Inc.
Date:	October 23, 2025	By:	/s/ W. Jack Plants II
			W. Jack Plants II Executive Vice President, Chief Financial Officer      and Treasurer

FAQ

What did FISI announce in this 8-K?

The company furnished a press release reporting financial results for the third quarter ended September 30, 2025, included as Exhibit 99.1.

Which period do the results cover for FISI?

The results cover the third quarter ended September 30, 2025.

Where can I find FISI’s Q3 2025 investor presentation?

On the Investor Relations site at www.FISI-investors.com under “Events & Presentations.”

Is the information in this 8-K considered filed or furnished?

The information under Item 7.01 is furnished and not deemed filed under the Exchange Act.

What exhibit accompanies this 8-K for FISI?

Exhibit 99.1 is the press release issued on October 23, 2025. The Cover Page Interactive Data File is listed as Exhibit 104.

Which 8-K items are included for FISI?

The filing includes Item 2.02 (Results of Operations and Financial Condition) and Item 7.01 (Regulation FD Disclosure).

What is FISI’s trading symbol and exchange?

The common stock trades under FISI on the Nasdaq Global Select Market.